Technology Investment Agreement by yu2132


                                          Technology Investment Agreement




                             U.S. Army Aviation Applied Technology Directorate (AATD)
                                            Fort Eustis, VA 23604-5577


                              Advanced Compressor Technology Program

Agreement Number: W911W6-09-2-0002
Total Amount of the Agreement:     $
Government Funds Contribution: $1,900,000
Industry Contribution:             $
Government Funds Obligated:        $
Authority: 10 U.S.C. 2358
Effective Date:
Accounting and Appropriation Data:


This Agreement is entered into between the United States of America, hereinafter called the "Government," represented
by The Aviation Applied Technology Directorate and ______________herein referred to as ―Recipient‖, pursuant to and
under U.S. Federal Law.

RECIPIENT'S NAME                                        FOR THE UNITED STATES OF
                                                        AMERICA, AVIATION APPLIED
                                                        TECHNOLOGY DIRECTORATE

_________________________________________                _____________________________________
         (Signature/Date)                                             (Signature)

                                                         NANNETTE V. CICOLINI
                                                         GRANTS/AGREEMENTS OFFICER

                                                          (Effective Date)
                                                                      TABLE OF CONTENTS

ARTICLE I: SCOPE OF THE AGREEMENT ..................................................................................................................... 2
ARTICLE II: GENERAL DEFINITIONS.............................................................................................................................. 3
ARTICLE III: TERM ............................................................................................................................................................. 4
ARTICLE IV: MANAGEMENT OF THE PROJECT ........................................................................................................... 6
ARTICLE V. AGREEMENT ADMINISTRATION ............................................................................................................. 6
ARTICLE VI: OBLIGATION AND PAYMENT ................................................................................................................. 8
ARTICLE VII: PROGRAM INCOME ................................................................................................................................ 10
ARTICLE VIII: GOVERNING LAW/ORDER OF PRECEDENCE.................................................................................. 10
ARTICLE IX: CLOSEOUT ADJUSTMENTS .................................................................................................................... 10
ARTICLE X: DISPUTES .................................................................................................................................................... 11
ARTICLE XI: PERFORMANCE REPORTS ..................................................................................................................... 12
ARTICLE XII: PATENT RIGHTS ..................................................................................................................................... 12
ARTICLE XIII. OTHER INTELLECTUAL PROPERTY RIGHTS .................................................................................. 16
ARTICLE XIV: FOREIGN ACCESS TO TECHNOLOGY ............................................................................................... 19
ARTICLE XV: PUBLIC RELEASE OR DISSEMINATION OF INFORMATION ......................................................... 19
ARTICLE XVI: OFFICIALS NOT TO BENEFIT ............................................................................................................. 19
ARTICLE XVII: EXECUTION .......................................................................................................................................... 19
ARTICLE XVIII: PROPERTY ........................................................................................................................................... 20
ARTICLE XIX: USE OF TECHNICAL FACILITIES ....................................................................................................... 20
ARTICLE XX: COPYRIGHTS ........................................................................................................................................... 20
ARTICLE XXI: NON ASSIGNMENT ............................................................................................................................... 21
ARTICLE XXII: SEVERABILITY ..................................................................................................................................... 21
ARTICLE XXIII: FORCE MAJEURE................................................................................................................................ 21
ARTICLE XXIV: CERTIFICATIONS/ASSURANCES .................................................................................................... 21
ARTICLE XXV: WAIVER OF RIGHTS............................................................................................................................ 22
ARTICLE XXVI: AUTHORIZATION AND CONSENT .................................................................................................. 22
ARTICLE XXVIII: LIABILITY ......................................................................................................................................... 22
ARTICLE XXIX: TRAFFICKING IN PERSONS………………………………………………………………………...23


ATTACHMENT                1.       STATEMENT OF WORK (SOW)
                                         4.1 PROJECT SCHEDULES
                                         4.2 DISTRIBUTION OF GOVERNMENT & the Recipient FUNDS
                                   PROPRIETARY INFORMATION


A. This Technology Investment Agreement (hereafter ―Agreement‖) is a Cooperative Agreement pursuant to 10 U.S.C.
2358 Research Projects. The Parties agree that the principal purpose of this Agreement is for the Recipient to provide its
best research efforts in the support and stimulation of advanced research and technology development and not the
acquisition of property or services for the direct benefit or use of the Government. FAR and DFARS apply only as
specifically referenced herein. The Grants/Agreements Officer represents, warrants and assures the other parties to this
Agreement that this Agreement is not a procurement contract or grant Agreement under 31 U.S.C. Sections 6303 and
6304 for purposes of FAR Section 31.205-18(a), and that such other parties' IR&D costs incurred in performance under
this Agreement are not construed to be sponsored by, or required in performance of a procurement contract or grant
Agreement. This Agreement is not intended to be, nor will it be construed as, by implication or otherwise, a partnership, a
corporation, or other business organization.

B. Program Background, Purpose, and Objectives

    1. Background. The Army is anticipating the development of a new centerline turboshaft engine for use in
current and Future Force rotorcraft. The Future Affordable Turbine Engine (FATE) program, a 7000
horsepower class full engine demonstrator, will be conducted under the DoD/NASA/DOE Versatile Affordable
Advanced Turbine Engine (VAATE) program and will consist of a 5 year technical effort beginning in FY12 to
demonstrate the VAATE Phase III turboshaft/turboprop goal. The FATE program goals will be to demonstrate
a reduction in specific fuel consumption (SFC), an increase in shaft horsepower to weight ratio, a reduction in
production and maintenance cost, and a design life of 6000 hrs in a 7000 hp class turboshaft engine. In order to
meet the aggressive goals of the FATE program, significant advancement in compressor technology will be

In order to meet the aggressive goals of the FATE program, significant advancements in compressor
technologies will be required to achieve the cycle temperatures and pressure ratios required. These conditions
create significant challenges for components in the compressor of the FATE engine. Therefore, the objective of
this announcement is to develop and validate critical advanced compressor technologies that improve the
performance, durability, and/or affordability of an advanced compressor necessary to enable FATE technology
level turboshaft engines. The offeror must substantiate how the proposed technology efforts are critical to their
planned FATE configuration.

   2. Purpose. The purpose of this Agreement is to conduct, support and stimulate research technology
development effort focused on advanced compressor technologies for FATE technology level turboshaft
engines that is of mutual benefit to both military and commercial markets under auspices of the Department of
Defense (DoD) dual use investment strategy. In a global market, it is increasingly vital to our national security
to capture technologies that are commercially available, incorporate them into our weapon systems and get them
fielded before our adversaries. DoD has recognized that it is critical to move from separate industrial bases for
military and commercial markets to an integrated national industrial base if the U.S. is to keep its military
advantage. The objective to marry the momentum of a vigorous, productive and competitive commercial
infrastructure with the unique technologies and systems integration capabilities critical to defense can be
pursued by undertakings such as this project. Numerous initiatives represent a significant endeavor on the part
of the Government and industry to pursue partnering and the principles of integrated product/process
development (IPPD) for maximum, mutual benefit of the Government and industry. Using the principles of
IPPD, the DoD’s dual use strategy to invest in research and development on technologies important to both
defense and commercial applications are being achieved. Previous programs have demonstrated that it is
possible to integrate the defense and commercial industrial bases and to access the commercial capabilities for
military systems. Given DoD’s budget realities and the amount of research being conducted in the commercial


sector, the Future Affordable Turbine Engine (FATE) Program takes an innovative approach to technology
development and utilization to support the FATE program goals.

    3. Objectives. The objective of the Future Affordable Turbine Engine Program is to develop a 7000 shaft horsepower
class engine to demonstrate advanced gas turbine technology capable of meeting / exceeding program goals and
requirements, while providing excellent reliability, maintainability, durability, ballistic tolerance, and producibility
characteristics, for potential application to multiple military and commercial vehicles. Moreover, the FATE program will
provide a validated engine technology base from which future Army rotorcraft engine engineering development efforts
may evolve at minimum risk, time, and development cost. The FATE program engine will be designed to achieve the
following goals: 0.32 Specific Fuel Consumption (based on 7000 SHP engine @ SLS, IRP point); 9.7 Horsepower to
Weight ratio @ IRP (7000 shaft horsepower); greater than or equal to 6000 hours life, 15000 cycles cold parts, 7500
cycles for turbine blades and combustor liners (to crack initiation); 125 $/HP per engine production cost (including control
system and IPS); 45% Reduction in maintenance cost in $ per engine flight hour (relative to proposed baseline); 20%
Reduction in development cost (relative to proposed baseline). The ACT Program will be an integral part of the

C. Scope

   1. _______________ hereinafter referred to as ―the Recipient‖ will participate in a program of coordinated research
and development with AATD in accordance with the Statement of Work incorporated in this Agreement as Attachment 1,
and will submit all data required by Attachment 2, Report Requirements/Agreement Deliverables.

    2. The Government will have continuous involvement with Recipient. The Government will also obtain access to
research results and certain rights in data and patents pursuant to Articles XII, Patent Rights, and XIII, Other Intellectual
Property Rights. AATD and the Recipient are bound to each other by a duty of good faith and best research effort in
achieving the goals of the program.

    3. As a condition of this Agreement, it is herein understood and agreed that Federal funds are to be used only for costs
that: (1) a reasonable and prudent person would incur in carrying out the research project herein; and (2) are consistent
with the purposes stated in the governing Congressional authorizations and appropriations.

    4. The Government and RECIPIENT estimate that the Statement of Work of this Agreement can only be
accomplished with an aggregate resource contribution of $_______provided by the Recipient and $1,900,000 provided by
the Government. the Recipient intends, and by entering into this Agreement, undertakes to provide these funds. Such
contributions will be provided as identified in Attachment 4. If either the Government or the Recipient is unable to
provide its respective total contribution, the other party may reduce its project funding by a proportional amount.


In addition to the Definitions set forth at 32 CFR Part 37 and except as otherwise noted in specific Articles, the following
definitions apply to this Agreement:

        1. ―Recipient‖ - As used herein, ―Recipient‖ means____________.

       2. ―Party‖ - For purposes of this Agreement, there are only two Parties: AATD (The Government) and the

        3. ―Government Program Manager‖ - (as used herein ―Program Manager‖ means the Government Program
Manager) is the Government’s representative charged with overall responsibility for program performance, as set forth


      4. The ―Overarching Integrated Product Team,‖ consists of the Government and the Recipient Program/
Agreement Management Team, which is depicted in Attachment 3, Program Management Structure, and is the
management group responsible for overall management of the program.

        5. ―the Recipient Program Manager‖ is the authorized technical agent of the Recipient charged with maintaining
a technical point-of-contact function with responsibilities including receipt and distribution of technical communications
between the Government and the Recipient, monitoring of technical program progress and facilitation of overall program
technical and reporting requirements on behalf of the Recipient, acting as the principal technical point of contact.

        6. The ―Working Integrated Product Team (WIPT)‖ is jointly facilitated by the the Recipient Program Manager
and the Government Technical Agent and consists of those the Recipient key investigators and their Government counter
parts charged with the day-to-day research performance. For issues involving administrative, financial, programmatic or
other non-technical issues, the Recipient and Government Agreement Administrators are WIPT members.

        7. ―the Recipient Administrator‖ is the authorized agent of the Recipient charged with maintaining the program
financial management function including receipt and distribution of program funds, monitoring of financial program
progress, and facilitating overall program contractual, financial and reporting requirements on behalf of the Recipient.

        8. ―Agreement Administrator‖ is the Government's principal point of contact for all contractual, administrative,
financial or other non-technical issues arising under the Agreement.

        9. ―Technical Agent(s)‖ means those technical representatives of the Government Program Manager charged by
the Government Program Manager with responsibility for monitoring technical program progress, jointly coordinating
with the Recipient Principal Investigator(s) on review and verification of technical and reporting requirements, facilitating
any modification to the Statement of Work set forth herein, and acting as the principal technical point of contact.

         10. ―Principal Investigator‖ or ―Chief Technical Integrator‖ means those technical representatives of the
Recipient Program Manager charged by the Recipient Program Manager with responsibility for day-to-day program
execution and for monitoring technical program progress, jointly coordinating with Technical Agent(s) on review and
verification of technical and reporting requirements, facilitating any modification to the Statement of Work set forth
herein, and acting as the Recipient principal technical point(s) of contact.

         11. ―Intellectual Property‖ means inventions, data, works or authorship, and other intangible products of
intellectual effort that can be owned by a person, whether or not they are patentable or may be copyrighted. The term also
includes masks works, such as those used in micorfabrication, whether or not they are tangible.

        12. Federal Acquisition Regulation (FAR) Clauses / Defense Federal Acquisition Regulations Supplement
(DFARS) Clauses which may be referenced to apply to this Agreement except that (a) all references to the "Contracting
Officer" shall be deemed to be references to the Government Grants/Agreements Officer; (2) all references to the
"Contractor" shall be deemed to be references to the the Recipient: (3) all references to the "contract" shall be deemed to
be reference to this Agreement; (4) all references to the "Dispute clause" shall be deemed to be references to Article X
(Disputes); and, (5) all equitable adjustments available under the clause shall be subject to the terms of Article X
(Disputes). Also, if there are the Recipient references to the "Contract Data Requirement List (CDRL)(s)", this shall be
deemed to be references to the Agreement Deliverables.


A. Term of this Agreement.

The term of this agreement is 48 months total, ( (45) months technical performance and an additional three (3) months for
completion of the Draft/Final Report), commencing on the effective date shown on the face of this Agreement and
completed by the Recipient. If all funds are expended prior to the (48) months Agreement duration, the parties have no
obligation to continue performance on the effort. Provisions of this Agreement, which, by their express terms or by
necessary implication, apply for periods of time other than specified herein, will be given effect, notwithstanding this

B. Suspension, Termination and Enforcement.

   1. This Agreement may be suspended or terminated in whole or in part only if (a), (b), (c) or (d) apply:

      (a) By the Grants/Agreements Officer if the Recipient materially fails to comply with the terms and conditions of
the Agreement;

      (b) By the Government with the consent of the Recipient, in which case the two parties will agree upon the
termination conditions, including the effective date, and in the case of a partial, the portion to be terminated;

      (c) By the Government if there is insufficient funding. The Government's maximum liability is limited to
the funds placed on the Agreement and should the Government’s funds placed on the Agreement not be sufficient to cover
the Government’s obligations, the Recipient agrees in advance its sole remedy is to demand in writing termination of the
Agreement. the Recipient may also stop work immediately. Five days after receipt of the demand by the Government,
both parties agree the Agreement shall be deemed terminated, unless the Government shall have provided adequate funds
to continue, or both parties have agreed in writing to allow continued performance.

       (d) By the Recipient, if there are insufficient cost match funds, or upon written notification to the Government
setting forth any reasons for such termination, the effective date, and, in the case of a partial termination, that portion to be
terminated. Such notification will be given no later than thirty (30) days prior to the effective date of the termination.

If the Government determines that a partial termination would not accomplish the purpose under which this Agreement
was made, the Government may terminate the Agreement in its entirety under either paragraph 1(a), 1(b), or 1(c).

    2. If this Agreement is terminated pursuant to Paragraph B.1. (a) above, the following will apply. Hearings and
appeals: Either Party will be provided an opportunity for a hearing, an appeal or other administrative proceeding to which
either party is entitled under any statute or regulation applicable to the action involved (see Article X, Disputes, herein).

    3. Costs resulting from obligations incurred by.the Recipient during a suspension or after termination are not
allowable. Other costs incurred during suspension or after termination which are necessary and unavoidable are allowable,

        (a) The costs result from obligations which were properly incurred by the Recipient before the effective date of
suspension or termination, and were not in anticipation of it, and in the case of a termination, were not cancelable;

        (b) The costs would be allowable if the award were not suspended or expired normally at the end of the funding
period in which the termination takes effect.

       (c) They are shutdown costs associated with a suspension or termination unless that suspension or termination
was caused by a material breach of the Recipient.

    4. Extending the Term: The Parties may extend the term of this Agreement by mutual written Agreement, if funding
availability and performance reasonably warrants such an extension. Any extension consistent with applicable law will be
formalized through a written bilateral modification between the Grants/Agreements Officer and the Recipient



A. Management and Program Structure.

Technical and program management of the coordinated research program established under this Agreement will be
accomplished through the management structures and processes detailed in this Article.

    1. The program management concept capitalizes on the principles of Integrated Product and Process Development
(IPPD), maximizes the strengths of all participants, and integrates the Government sponsor. A key feature of the program
management structure is the Integrated Product Team (IPT). The program management structure is depicted in
Attachment 3.

   2. The Overarching Integrated Product Team (OIPT) will consist of the Recipient Program Manager, the Government
Program Manager, and as appropriate, the senior management representatives of the Recipient and the Government
sponsor. The OIPT will be responsible for the overall management of the program, including all technical and
programmatic matters.

     3. the Recipient will comply with federal statutes, executive orders, regulations, and other legal requirements
applicable to agreements into which it enters under federal assistance agreements. the Recipient will follow basic
principles of business intended to produce rational decisions and fair treatment. the Recipient’s Constitutent Members
will use its existing procurement system that has undergone a Contractor's Purchasing System Review under 48 CFR 44.3
(in the Federal Acquisition Regulation) and been deemed acceptable. Any contract awarded by the Recipient shall
contain the procurement provisions, as applicable, defined in Attachment 5 hereto.

    4. The Program Manager and/or his designated Technical Agent (s) will be responsible for the review and verification
of the performance and will have continuous interaction to cause effective collaboration between the Government and the

B. Modifications.

At any time during the term of the Agreement, research progress or results may indicate that a change in the Plan would
be beneficial to meeting technology demonstration objectives. Modifications, including justification to support any
changes to the Statement of Work and impacts to technical, chronological, and financial status, will be documented in
coordinated updates to the plan. Any modifications or changes to this Agreement will be accomplished by mutual
agreement between the Grants/Agreements Officer and the Recipient. In the event of a delay in performance, including
failure to provide funding as identified in Article VI, Obligation and Payment, by either party, a modification to the
Agreement may be executed to remedy the effect of the delay upon the other party.


A. Either Party shall immediately, in writing, request prior approval from the other Party when there is reason to believe
that within the next thirty (30) calendar days a programmatic or budgetary revision will be necessary. Such approval shall
be sought for one or more of the following program or budget related reasons:

     1. Change in the scope or the objective of the Statement of Work (even if there is no associated budget revision
requiring prior written approval).

     2. Change in a key person specified in Attachment 3, Program Management Structure for the IPPD Organization.

     3. The need for additional Government funding.

     4. Unless described in the proposal and funded in the approved awards, the sub-award, transfer or contracting out of
any work under an award exceeding $100,000. This provision does not apply to the purchase of supplies, material,
equipment or general support services.

B. A party may change its representatives in this Article by written notification to the other party. Modifications to this
Agreement will not be effective until a written modification is signed by the Agreement signatories or their successors;
however, administrative modifications may be unilaterally executed by the Grants/Agreements Officer.

         Administrative and contractual matters under this Agreement will be referred to the following representatives of
the parties:

GOVERNMENT:              Sandra J. Schuck, Agreement Administrator
                         Telephone: (757) 878-4819
                         Datafax: (757) 878-0008

                         Nannette Cicolini, Grants/Agreements Officer
                         Telephone: (757) 878-2900
                         Datafax: (757) 878-0008

the Recipient
                         Contracts Manager

        Technical matters under this Agreement shall be referred to the following representatives:

GOVERNMENT:              TBD


THE RECIPIENT:           Principal Investigator

                         Program Manager

Notwithstanding the above designations, responsibility for the following functions on behalf of the Government is hereby
delegated to the Defense Contract Management Agency (DCMA),

        (a) Performing property administration services (to include Plant Clearance).

        (b) Reviewing the Recipient’s financial management, property management, and purchasing systems.

        (c) Determining that the Recipient has a drug-free workplace program, as required under 32 CFR 25.

        (d) Executing administrative close-out procedures.

        (e) Determining that the Recipient has an established accounting system, which complies with Generally
        Accepted Accounting Principles (GAAP), and including recommendations of rates for Agreement quick close-

        (f) Effecting necessary actions to establish this Agreement record for cost reimbursement payment by electronic
        funds transfer by Defense Finance and Accounting Service.

        (g) Any additional delegations will be coordinated between the Grants/Agreements Officer, DCMA
        representative, and the Recipient, and set forth in writing.


This section provides for the obligation and payment of Government funds, as well as audit procedures.

A. Obligation.

    1. In no event will the Government's financial obligation exceed the amount of funds obligated under this Agreement
or by modification to the Agreement.

   2. Funding:

      (a) The total amount of Government funds necessary for performance of the Statement of Work (Attachment 1) is
$1,900,000 of which $__________ is allotted and obligated herewith. It is estimated that funds allotted will enable
performance through ______________

The Government is not obligated to reimburse the Recipient for expenditures in excess of the total funds obligated by the

B. Payments.

   1. the Recipient has and agree to maintain established accounting systems which comply with Generally Accepted
Accounting Principles (GAAP) and the requirements of the Agreement, and will ensure that appropriate arrangements
have been made for receiving, distributing, and accounting for Federal funds. An acceptable accounting system is one in
which all cash receipts and disbursements are controlled and documented properly.

      (a) Accounting Procedures. The commercial cost principles in 48 CFR 31 and 48 CFR 231 (in the Federal
Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement) shall apply to determine the
allowability of costs charged to the Government.

      (b) Further, the allowability of any expenditures incurred in the performance of any sub-award conducted on a cost
reimbursement basis will be subject to those Federal cost principles applicable to the particular type of organization

    2. the Recipient shall be reimbursed by submitting public vouchers, no more frequently than monthly. the Recipient
shall submit cost vouchers electronically via the Wide Area Workflow (WAWF) at This application
allows DOD vendors to submit and track invoices and receipts/acceptance documents electronically.

The following codes are required when entering data in WAWF:


       TYPE OF DOCUMENT: Cost Voucher
       CAGE CODE:
       ISSUE BY DODAAC: W911W6
       ACCEPT BY DODAAC: W911W6



        GRANT/AGREEMENTS OFFICER: Nannette V. Cicolini

the Recipient shall send an email notification to the cognizant DCMA Office, Grants/Agreements Officer, and Agreement
Administrator identified in the Agreement by clicking on the Send More Email Notification link upon submission of an
invoice/cost voucher in WAWF.

On a quarterly basis, DCMA ______will use the the Recipient’s Technical and Business Status submission to track
billings against accomplishments. Significant variances will be discussed with the Technical Agent before any subsequent
payment approval is made. Unless found to be incorrect or otherwise inappropriate, DCMA will accept the Recipient’s
voucher via WAWF.

   3. Payments will be made by:

                Defense Finance and Accounting Service

   4. When the Government is unable to make payments through WAWF, payments will be made to:

        Address of Payee:

   5. the Recipient will make their best attempt to expend the Government’s applied funds prior to the expenditure of
their own funds. In the event it becomes necessary to deviate from the expenditure profile identified in Attachment 4, to
maintain the Industry Cost Match Contributions that expire annually, the Recipient will notify the Government
Grants/Agreements Officer. If required, the Government and the Recipient agree to put forth their best effort to adjust the
program effort and associated expenditure profile, if necessary, to ensure that all applied funds from the Government and
Industry are expended appropriately.

C. Limitation of Funds: The parties agree that the performance of this Agreement will not cost the Government more
than its share of the cost as specified herein. The Government will allot funds incrementally to this Agreement. The
Government is not obligated to reimburse the Recipient for costs incurred in excess of the total amount allotted and
obligated by the Government to this Agreement. At any time, the estimated total program costs are projected to exceed
the total amount of this Agreement, the Recipient shall notify the Government Grants/Agreements Officer. the Recipient
agrees to perform, or have performed, work on the Agreement up to the point at which the total amount of costs incurred
under the Agreement approximates, but does not exceed the total amount actually allotted by the Government to the
Agreement, plus the agreed the Recipient contribution. the Recipient is not obligated to continue performance under this
Agreement or otherwise incur costs in excess of the amount then allotted by the Government plus the associated the
Recipient contribution unless, and until the Government notifies the Recipient in writing that the amount allotted by the
Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted
by the Government to this Agreement.

D. Payment Instructions for Multiple Fund Accounting Citations: Multiple accounting classifications are/will be applied
to this agreement. In an effort to utilize funds prior to cancellation, all invoices/vouchers received are to be paid in the
following order until each ACRN is fully disbursed: ACRN AA, AB, AC, etc.

E. Audit Procedures.

    1. Selection of an Auditor: An independent auditor, herein defined as Government auditor (Defense Contract Audit
Agency Resident Auditor) who meets the standards specified in the Government Auditing Standards issued by the U.S.
Comptroller General, will review the Recipient expenditures. The auditor will determine whether: (a) the Recipient has
an internal control structure to support reasonable assurance that it is managing Federal awards in compliance with
generally approved accounting procedures (GAAP) and applicable laws and regulations, (b) the Recipient has complied
with laws and regulations that may have a direct and material effect on each major Federal program, and (c) the Recipient
has complied with the requirements set forth in this Agreement.

     2. the Recipient will maintain adequate records to account for Federal funds received under this Agreement. Upon
completion or termination of this Agreement, whichever occurs earlier, the Recipient will furnish to the Agreement
Administrator a copy of the final financial report prepared in accordance with Attachment 2. the Recipient’s relevant
financial records are subject to examination or audit by the Government for a period not to exceed three (3) years after
submission of the expiration or termination of this Agreement. The Government (Agreement Administrator or DCAA)
will have direct access to sufficient records and information of the Recipient, to ensure full accountability for all funding
under this Agreement. Upon prior written notice, such audit, examination, or access will be performed during business
hours on business days and will be subject to the security requirements of the audited party.


Any and all program income earned during the program period will be added to funds committed to the project by the
Government and be used to further eligible program objectives. the Recipient does not anticipate program income earned
during the performance of this Agreement.


This Agreement will be enforced and interpreted in accordance with applicable federal laws and regulations, directives,
circulars or other guidance. In the event of any inconsistency between the terms of this Agreement and language set forth
in the attachments thereto, the inconsistency shall be resolved by giving precedence in the following order: (1) The
Agreement, (2) Attachment 1 – Statement of Work (3) Attachment 2 – Report Requirements and (4) Other Attachments to
the Agreement.


A downward adjustment to the Government's and Industry Team’s funding, based on the cost share ratio, may be made by
bilateral modification to the Agreement in the event the effort is completed at less than the estimated cost of the
Agreement as adjusted by the bilateral modifications to the Agreement. the Recipient will submit within ninety (90)
calendar days after the date of completion of the effort, all financial, performance and other reports as required by the
terms and conditions of the award. The Government may approve extensions to the ninety (90) day period when
requested by the Recipient.


A. General.

The Parties will communicate with one another in good faith and in a timely and cooperative manner when raising issues
under this Article, with the objective of resolving any misunderstandings, disagreement, claims, or disputes by mutual

B. Dispute Resolution Procedures.

    1. Any disagreement, claim or dispute between the Government and the Recipient concerning questions of fact or law
arising from or in connection with this Agreement and, whether or not involving an alleged breach of this Agreement,
may be raised only under this Article.

    2. Whenever disputes, disagreements, or misunderstanding arise, the Parties will attempt to resolve the issue(s)
involved by discussion and mutual agreement as soon as practicable, with the goal of settlement within three (3) months
of identification of the issue. Every reasonable attempt will be made to resolve all issues at the Grants/Agreements
Officer's level. Alternate Dispute Resolution (ADR) procedures to include, but not be limited to settlement negotiations,
mediation and fact-finding, will be used to the maximum extent practicable. Whenever the Recipient submits, in writing,
a disputed claim or issue to the Government, the Grants/Agreements Officer shall consider the claim or disputed issue
and, within 60 days of receipt of the claim or issue in dispute, either;

      (a) Prepare a written decision, which shall include the basis for the decision, and accordingly document the
Agreement file or;

         (b) Notify the Recipient of a specific date when the Grants/Agreements Officer will render a decision when more
time is needed for response. The notice will inform the Recipient of the reason for delaying the decision.

         (c) In the event, the Recipient decides to appeal the decision, the Grants/Agreements Officer shall make every
effort to encourage the Recipient to enter into ADR procedures with the Grants/Agreements Officer. The ADR
procedures applicable to this Agreement are expressed in subparagraphs 3 and 4 below:

    3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or
misunderstanding by notifying the other Party (through the Agreement Administrator or the Recipient Administrator, (as
the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought.
Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint
decision by the Commander of AATD and the Recipient’s Program Director. The other Party will submit a written
position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested.
The Commander of AATD shall conduct a review of the matter(s) in dispute jointly with the aggrieved party, and a joint
decision will be rendered in writing within thirty (30) days of receipt of such written positions. Any such decision is final
and binding unless a Party shall, within thirty (30) calendar days, request further review as provided in this Article.

    4. Upon written request to the Executive Director AMRDEC, made within thirty (30) calendar days or upon
unavailability of a joint decision under subparagraph B.3 above, the dispute shall be further reviewed. The Executive
Director AMRDEC or his designee will conduct this review jointly with the Recipient’s Program Director or legal
Secretary. Following the review, the Executive Director AMRDEC will resolve the issue(s) and notify the Parties in

writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final
and binding. In no event will either Party be entitled to incidental or consequential damages.

    5. If the Recipient chooses not to participate in the Dispute Resolution Procedure or does not accept the results of the
Dispute Resolution Procedure, the Recipient may bring such formal claims as are authorized by 28 U.S.C. 1491 or other
applicable statutes, and pursue any right and remedy in a court of competent jurisdiction.

C. Limitations of Damages

In no event shall either party be liable for claims for consequential, punitive, special and incidental damages, claims for
lost profits, or other indirect damages.


A. the Recipient will submit to or otherwise provide to AATD, in accordance with the instructions given below in this
Article, the reports described in Attachment 2, and such other technical reports as may be mutually agreed between the
Recipient and AATD.

B. With the approval of AATD Technical Agent, reprints of published articles may be distributed as technical reports.
Reports with Limited data rights are excluded. For all reporting of research and development performed under this
Agreement, there will be included a statement, which includes the Agreement Number, acknowledging that the research
and development being reported was accomplished with the support and guidance of AATD. This includes, but is not
limited to--

           reports presented at scientific and technical meetings, conferences, workshops, or other information exchange
           publications in scientific and technical journals or proceedings of information exchange meetings;
           news releases and newsletters; and
           articles in trade publications


A. Definitions.

    1. All references to "Recipient", as it applies to Article XII, Patent Rights, shall be deemed to be reference to the
Recipient. Use of the name "the Recipient" is not intended to exclude any team member.

    2. ―Invention‖ means any invention or discovery, which is or may be patentable or otherwise protectable under Title
35 of The United States Code.

     3. ―Made‖ when used in relation to any invention means the conception or first actual reduction
to practice of such invention.

     4. ―Practical application‖ means to manufacture, in the case of a composition of matter or product; to practice, in the
case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as
to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or
Government regulations, available to the Public on reasonable terms.

    5. ―Subject Invention‖ means any invention made, or improvement to any invention conceived or first actually
reduced to practice in the performance of work under this Agreement.

B. Allocation of Principal Rights.

Unless the Recipient will have notified the Government (in accordance with subparagraph C.2 below) that the Recipient
does not intend to retain title, the Recipient will retain the entire right, title, and interest throughout the world to each
Subject Invention consistent with the provisions of this Article, and 35 U.S.C. 203. With respect to any Subject Invention
in which the Recipient retains title, the Government will have a nonexclusive, nontransferable, irrevocable, paid-up
license for Government, to practice or have practiced on behalf of the United States the subject Invention throughout the
world. Notwithstanding the above, the Recipient may elect as defined in its Articles to provide full or partial rights to
other parties.

C. Invention Disclosure, Election of Title, and Filing of Patent Application.

    1. the Recipient will disclose each Subject Invention to the Government (through the Agreement Administrator)
within six (6) months after the inventor discloses it in writing to his company personnel responsible for patent matters.
The disclosure to AATD will be in the form of a written report and will identify the Agreement under which the invention
was made and the identity of the inventor (s). It will be sufficiently complete in technical detail to convey a clear
understanding to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical,
optical, chemical, biological, or electrical characteristics of the invention. The disclosure will also identify any
publication, sale, or public use of the invention and whether a manuscript describing the invention has been submitted for
publication and, if so, whether it has been accepted for publication at the time of disclosure to the Government.

    2. If the Recipient determines that it does not intend to retain title to any such invention, the Recipient will notify the
Government, in writing, within eight (8) months of disclosure to the Government. However, in any case where
publication, sale, or public use has initiated the one (1)-year statutory period wherein valid patent protection can still be
obtained in the United States, the period for such notice may be shortened by the Government to a date that is no more
than sixty (60) calendar days prior to the end of the statutory period.

     3. the Recipient will file its initial patent application on a Subject Invention to which it elects to retain title within one
(1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be
obtained in the United States after a publication, or sale, or public use. the Recipient may elect to file patent applications
in additional countries (or regional Patent Office or pursuant to the Patent Cooperation Treaty) within either twelve (12)
months of the corresponding initial patent application or six (6) months from the date permission is granted by the
Commissioner of Patents and Trademarks to file foreign patent applications, where such filing has been prohibited by a
Secrecy Order.

     4. Any Subject Inventions, jointly made or created by employees of the Government of the United States of America
and the Recipient, will be jointly owned by those parties. With respect to jointly owned Subject Inventions, the parties
will agree, on a case-by-case basis, as to which party will file patent applications, if any. Each party will bear its own
patent filing expenses in filing patent applications on joint Subject Inventions. Requests for extension of the time for
disclosure, election, and filing under Article XII, subparagraph C. may, at the discretion of the Government, and after
considering the position of the Recipient, be granted.

D. Conditions When the Government May Obtain Title.

Upon the Government's written request, the Recipient will convey title to any Subject Invention to the USA under any of
the following conditions:

     1. If the Recipient fails to disclose or elects not to retain title to the Subject Invention within the times specified in
paragraph C of this Article, provided, that the Government may only request title within sixty (60) days after learning of
the failure of the Recipient to disclose or elect within the specified times.

     2. In those countries in which the Recipient fails to file patent applications within the times specified in paragraph C
of this Article, provided that, if the Recipient has filed a patent application in a country after the times specified in
paragraph C of this Article, but prior to its receipt of the written request by the Government, the Recipient will continue to
retain title in that country; or

    3. In any country in which the Recipient decides not to continue the prosecution of any application for, to pay the
maintenance fees on, or defend in reexamination or opposition proceedings on a patent on a Subject Invention, if the
Government, at its expense, is going to continue prosecution, payment of maintenance fees, defense in reexamination or
opposition proceedings in that country.

E. Minimum Rights to the Recipient and Protection of the Recipient's Right to File.

    1. the Recipient will retain a nonexclusive, royalty free sub-licensable license throughout the world in each Subject
Invention to which the Government obtains title, except if the Recipient fails to disclose the Subject Invention within the
times specified in paragraph C of this Article. The Recipient license extends to the domestic subsidiaries and affiliates, if
any, of the Recipient within the corporate structure of which the Recipient is a party and includes the right to grant
licenses of the same scope to the extent that the Recipient was legally obligated to do so at the time the Agreement was

The license is transferable only within the approval of the Government, except when transferred to the successor of that
part of the business to which the invention pertains. Government approval for license transfer will not be unreasonably

     2. The Recipient domestic license may be revoked or modified by the Government to the extent necessary to achieve
expeditious practical application of Subject Invention pursuant to an application for an exclusive license submitted
consistent with appropriate provisions at 37 CFR Part 404, provided that such revocation or modification will not take
place less than three (3) years after the end of the term of the Agreement. This license will not be revoked in that field of
use or the geographical areas in which the Recipient has achieved practical application and continues to make the benefits
of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the
discretion of the Government to the extent the Recipient, its licensees, or the subsidiaries or affiliates have failed to
achieve practical application in that foreign country.

     3. Before revocation or modification of the license, the Government will furnish the Recipient a written notice of its
intention to revoke or modify the license, and the Recipient will be allowed thirty (30) calendar days (or such other time
as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or

F. Action to Protect the Government's Interest.

    1. The Recipient agrees to execute or to have executed and promptly provide to the Agreements Officer all instruments
necessary to: (a) establish or confirm the rights the Government has throughout the world in those Subject Inventions to
which the Recipient elects to retain title, and (b) convey title to the Government when requested under paragraph D. of
this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.

   2. The Recipient agrees to require, by written Agreement, that employees of the Recipient, other than clerical and
non-technical employees, agree to disclose promptly in writing, to personnel identified as responsible for the
administration of patent matters and in a format acceptable to the Recipient, each Subject Invention made under this
Agreement in order that the Recipient can comply with the disclosure provisions of paragraph C. of this Article. The
Recipient will instruct employees, through employee Agreements or other suitable educational programs, on the

importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign
statutory bars.

    3. The Recipient will notify the Government of any decisions not to continue the prosecution of a patent application,
pay maintenance fees, or defend in a re-examination or opposition proceedings on a patent, in any country, not less than
thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

    4. The Recipient will include, within the specification of any United States patent application and any patent issuing
thereon covering a Subject Invention, the following statement: ―This invention was made with Government support under
Agreement No. W911W6-09-2-0002 or the Advanced Compressor Technology Program (ACT). The Government has
certain rights in the invention.‖

G. Lower Tier Agreements.

  1. The Recipient shall include this Article, suitably modified, to identify the Parties, in all subcontracts or lower tier
Agreements, regardless of tier, for experimental, developmental, or research work.

   2. In the case of a lower tier Agreement with a vendor, at any tier, the Government, the vendor, and the Recipient
agree that the mutual obligations of the parties created by this Article that flow down to the vendor constitute an
Agreement between the vendor and the Government with respect to the matters covered by this Article.

H. Reporting on Utilization of Subject Inventions.

The Recipient agrees to submit to the Agreement Administrator during the term of the Agreement, periodic reports no
more frequently than annually on the utilization of a Subject Invention or on efforts at obtaining such utilization that are
being made by the Recipient or licensees or assignees of the inventor. Such reports will include information regarding the
status of development, date of first commercial sale or use, gross royalties received by the Recipient's subcontractor(s),
and such other data and information as the agency may reasonably specify.

The Recipient also agrees to provide additional reports as may be requested by AATD in connection with any march-in
proceedings undertaken by the Government in accordance with paragraph J of this Article. Consistent with 35 U.S.C.
202(c)(5), the Government agrees it will not disclose such information to persons outside the Government without
permission of the Recipient.

I. Preference for American Industry.

Notwithstanding any other provision of this clause, the Recipient agrees that it will not grant to any person the exclusive
right to use or sell any Subject Invention in the United States unless such person agrees that any product embodying the
Subject Invention or produced through the use of the Subject Invention will be manufactured substantially in the United
States or Canada. However, in individual cases, the requirements for such an agreement may be waived by the
Government upon a showing by the Recipient that reasonable but unsuccessful efforts have been made to grant licenses
on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under
the circumstances, domestic manufacture is not commercially feasible.

J. March-In Rights.

the Recipient agrees that, with respect to any Subject Invention in which it has retained title, the Government has the right
to require the Recipient, an assignee, or exclusive licensee of a Subject Invention to grant a nonexclusive license to a

responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Recipient, assignee
or exclusive licensee refuses such a request, the Government has the right to grant such a license itself if the Government
determines that:

     1. Such action is necessary because the Recipient or assignee has not taken effective steps, or is not expected to take
within a reasonable time, effective steps to achieve practical application of the Subject Invention, a reasonable time being
no less than five (5) years from the end of the term of the Agreement;

    2. Such action is necessary to alleviate health or safety needs, which are not reasonably satisfied by the Recipient,
assignee, or their licensees;

    3. Such action is necessary to meet requirements for public use; and such requirements are not reasonably satisfied
by the Recipient, assignee, or licensees; or

    4. Such action is necessary because the Agreement required by paragraph (1) of this Article has not been obtained or
waived or because a licensee of the exclusive right to use or sell any Subject Invention in the United States is in breach of
such Agreement.

K. Opportunity to Cure.

Certain provisions of this Article provide that the Government may gain title or license to a Subject Invention by reason of
the Recipient's action or failure to act within the times required by this Article. Prior to claiming such rights (including
any rights under Article XII. J., ―March-In Rights‖), the Government will give written notice to the Recipient of the
Government's intent and afford the Recipient a reasonable period of time to cure such action or failure to act. The length
of the cure period will depend on the circumstances, but in no event will be less than sixty (60) days. The Recipient may
also use the cure period to show good cause why the claiming of such title or right would be inconsistent with the intent of
this Agreement, in light of the appropriate timing for introduction of the technology in question, the relative funding and
participation of the parties in the development and other factors.

A. Definitions. For the purposes of this Agreement, the following terms have the meanings indicated:

    1. ―Background Data‖ means Technical Data produced by the Recipient or any subcontractor at private expense prior
to performance of or outside the scope of this Agreement and is considered by the Recipient or subcontractor to be
proprietary; and is identified in Attachment 6. Such Background Data may include any modifications, derivatives to
previously conceived, designed, developed, and resultant revisions to software, processes, qualification data, and
manufacturing plans.

    2. ―Background Software‖ means any Software developed by the Recipient or subcontractor prior to the performance
of this Agreement or outside the scope of work performed under this Agreement and is considered by the Recipient or
subcontractor to be proprietary and is identified in Attachment 6.

   3. ―Government Data‖ means Data that has been delivered to the Government prior to or outside the terms of this
Agreement. The Government’s pre-existing rights in that Data govern disclosure and use of such Government Data.

    4. ―Government Purpose‖ means any activity in which the United States Government is a party, including cooperative
agreements with international or multi-national defense organizations, or sales or transfers by the United States
Government to foreign governments or international organizations. Government purposes include competitive
procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data
for commercial purposes or authorize others to do so.

   5. ―Government Purpose Rights‖ means the rights to-

     (i) Use, modify, reproduce, release, perform, display, or disclose technical data within the Government without
restriction; and
     (ii) Release or disclose technical data outside the Government and authorize persons to whom release or disclosure
has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States government

   6. "Limited Rights" as defined in DFARS 252.227-7013(a)(13), Rights in technical data-Noncommerical items (NOV

    7. "Proprietary Information" means information which embodies trade secrets or which is privileged or confidential
technical, business or financial information provided that such information:

       (a) is not generally known, or is not available from other sources without obligations concerning its

       (b) has not been made available by the owners to others without obligation concerning its confidentiality;

       (c) is not described in an issued patent or a published copyrighted work or is not otherwise available to the public
without obligation concerning its confidentiality; or

        (d) can be withheld from disclosure under 15 U.S.C. § 3710a(c)(7)(A) & (B) and the Freedom of Information
Act, 5 U.S.C. § 552 et seq ; and

        (e) is identified as such by labels or markings designating the information as proprietary.

    8. "Subject Technical Data", as used in this article, means any Technical Data first produced during performance of
this Agreement.

   9. "Technical Data" means recorded information, regardless of the form or method of the recording, of a scientific or
technical nature (including computer software documentation). The term does not include computer software or data
incidental to contract administration, such as financial and/or management information.

  10. "Unlimited Rights" means rights to use, modify, reproduce, perform, display, release, or disclose technical data in
whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

B. Allocation of Principal Rights

   This Agreement shall be performed with mixed Government and the Recipient funding. In consideration of
Government funding, the Parties agree as follows:

    1. Background Data provided to the Government shall be limited to that information normally shared with
commercial customers or that information specifically negotiated under this Agreement and shall be subject to Limited
Rights. The Recipient retains all right, title, and interest in such Background Data. Certain deliverable
reports/documentation may, by necessity, incorporate Background Data. If so, then the portions that contain Background
Data, and only those portions, shall be marked with Limited Rights legend. Furnishing of "Background Data" by
incorporating it into a deliverable report/documentation shall not affect any preexisting Government Rights in such
Technical Data. The Recipient’s Background Data is identified in Attachment 6 (Identification of Background
Intellectual Property). The Recipient may identify additional Background Technical Data after award when based on new
information or inadvertent omission. Such identification shall be submitted to the Grants/Agreements Officer as soon as
practical, but in no case shall the additional Background Technical Data be included in any data deliverable until
Attachment 6 is bilaterally amended to reflect such addition.

    2. The following reports are administrative/management documentation and not technical data. They contain the
Recipient proprietary information: Quarterly Business Status Report and Program Plan Document.

    3. The Government shall obtain ―Unlimited Rights‖ in a version of the Final Report that will not contain any
proprietary information or competition sensitive Subject Technical Data. The ―Unlimited Rights‖ version of the Final
Report will contain the information specified in Attachment 2. An additional version of the Final Report will be conveyed
with ―Limited Rights.‖

     4. The following reports/documentation include background data and the Government shall have Limited Rights
thereto: Technical Status Report, Test Plans, Design Review Briefing Charts, and Technical Review Briefing Charts.
Some portions of these documents may be provided with greater than Limited Rights. In case neither party can clearly
establish the appropriateness of another marking, a Limited Rights marking shall be applied.

     5. To the extent that Government Data is used in the performance of this Agreement, the Government shall retain its
preexisting rights in such Data.

C. The Recipient shall include this Article, suitably modified to identify the Parties, in all subcontracts or lower-tier
agreements, regardless of tier, for experimental, developmental, or research work.

D. Marking of Data

   1. Pursuant to paragraph B above, technical data delivered under this Agreement with LIMITED RIGHTS shall be
marked appropriately with the following legend:

      Limited Rights Markings: Data delivered or otherwise furnished to the Government with Limited Rights shall be
marked with the following legend:

Agreement Number W911W6-09-2-0002
Contractor Name:

The Government’s rights to use, modify, reproduce, release, perform, display or disclose these Technical Data are
restricted as stated in Agreement W911W6-09-2-0002 between the Government and the Recipient. Any reproduction of
technical data or portions thereof marked with this legend must also reproduce the markings. Any person other than the
Government, who has been provided access to such Technical Data, must promptly notify the Recipient.

   2. Further, the deliverable proprietary non technical data information not subject to, Unlimited Rights, Government
Purpose Rights, or Limited Rights, shall be marked with the proprietary notice customarily used by the Recipient to
identify data and information that is subject to restrictions regarding disclosure and/or use. The proprietary notice shall
however, also include notation of this Agreement Number ―W911W6-09-2-0002.‖

    3. Except for Technical Data or Proprietary Information delivered under this Agreement, the parties agree that the
Recipient will appropriately advise the Government regarding any limitation or restriction to Technical Data or Software
to which the Government may have access. Limitations and restrictions will be subject to the appropriate the Recipient or
third party markings and legends including a copyright notice to assure proper handling and shall bear notation to this
Agreement Number W911W6-09-2-0002.

    4. In addition to the foregoing marking instructions, Recipient shall comply with the notices in Attachment 2
regarding distribution statements and markings.


Nothing in this Agreement is intended to change the applicability of the International Traffic in Arms Regulations, 22
CFR part 120 et.seq. and the Department of Commerce Export Administration Regulations, 15 CFR part 730 et.seq. to
any disclosure to foreign persons of anything developed under this Agreement. The Recipient acknowledges its
obligation to comply with referenced regulations, as well as the Industrial Security Regulation, DoD 5220.22-R.


A. Notwithstanding the reporting requirements of this Agreement, Parties to this Agreement favor an open-publication
policy to promote the commercial acceptance of the technology developed under this Agreement, but simultaneously
recognize the necessity to protect proprietary, privileged, or confidential information of the Agreement because successful
commercialization of aspects of the technology by the Recipient may depend on the proprietary nature of the information.

B. The Recipient is encouraged to publish results of the research projects, unless subject to export controls, in appropriate
journals. One advance copy of each release of information to be publicized will be submitted to the Agreement
Administrator who will staff request for release. Approval by the Grants/Agreements Officer is required prior to any

Six copies of all publications resulting from the project shall be forwarded to the Government Technical Agent upon
release. The Recipient shall assure that an acknowledgment of Government support will appear on each publication or
presentation of any material based upon or developed under this Program. A statement shall appear on the title page
worded substantially as follows:

        ―This research was partially funded by the Aviation Applied Technology Directorate under Agreement No.
        W911W6-09-2-0002. The U.S. Government is authorized to reproduce and distribute reprints for Government
        purposes notwithstanding any copyright notation thereon.‖

C. The Recipient is responsible for assuring that every publication of material based on or developed under this Program
contains the following disclaimer:

        ―The views and conclusions contained in this document are those of the authors and should not be interpreted as
        representing the official policies, either expressed or implied, of the Aviation Applied Technology Directorate or
        the U.S. Government.‖


No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this
Agreement, or to any benefit arising from it, in accordance with 41 U.S.C. 22. However, this article does not apply to this
Agreement to the extent that this Agreement is made with a Corporation for the Corporation's general benefit.


This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter
hereof. This Agreement may be revised only by written consent of the Recipient and the Agreement Administrator. This
Agreement, or modifications thereto, may be executed in counterparts each of which will be deemed as original, but all of
which taken together will constitute one and the same instrument.

A. The parties do not contemplate that any other Government property, information, facilities or services will be required
during performance of this Agreement. However, in the event that a requirement for Government-furnished items arises,
a mutually agreeable listing of required and available Government furnished-items will be developed by the Government
and the Recipient IPT Leaders.

B. The Recipient may use its own system to manage federally-owned, federally-sponsored property, provided the system
meets the following standards: (a) Property records include, as a minimum, the description of the property, an identifying
number (e.g., serial number), source of the property, acquisition date and cost, for Recipient-acquired property using
mixed funding, information from which to calculate Federal participation, location and condition of the property, and
disposition data; (b) Federally owned property identified as such; (c) Physical inventory is taken at least every two years
to reconcile holdings and records; (d) Adequate safeguards and controls to prevent loss, damage or theft are in effect; and
(e) Adequate maintenance procedures are implemented. Title to all real property and nonexpendable tangible personal
property that is purchased by the Recipient with Federal funds under this Agreement shall be vested in the Government.

C. Upon the written approval of the Government Agreements Officer, the Government will provide/make available the
aforementioned property, information, equipment, facilities and services.

D. The Government will use its best efforts to deliver/to make available for the Recipient, at the time and locations stated
in this Agreement, the government-furnished property and information listed in this Agreement.

E. Title to Government-furnished property and information will remain with the Government. The Recipient will use the
Government-furnished property and information only in connection with this Agreement. The Recipient will maintain
adequate property control records in accordance with sound industrial practice and will make such records available to the
Government. Title to Recipient-acquired property shall vest in the Government.

F. Upon delivery of Government-furnished property to the Recipient, the Recipient assumes the risk and responsibility
for its loss or damage, except –

1. For reasonable wear and tear;
2. To the extent property is consumed in performing this Agreement; or
3. As otherwise provided for by the provisions of this Agreement.

G. Upon completing this Agreement, the Recipient will follow the instructions of the Agreements Officer regarding the
disposition of all Government-furnished property not consumed in performing this Agreement or previously delivered to
the Government. The Recipient will prepare for shipment, deliver f.o.b. origin, or dispose of the Government property, as
may be directed or authorized by the Agreements Officer. The net proceeds of any such disposal will be credited to the
Agreement price or will be paid to the Government, as directed by the Agreements Officer.


To the maximum extent practical, the Recipient agrees to use the technical reference facilities of the Defense Technical
Information Center, as well as other United States Government and private sources for purposes of surveying existing
knowledge and avoiding needless duplication of scientific and engineering effort.

Ownership to copyrights for original works of authorship created by employees of the Recipient or for hire by the
Recipient in the course of performance of work under this Agreement are retained by the Recipient. The Recipient
grants to the Government a royalty-free, nonexclusive, irrevocable license to use, modify, prepare derivative works,

reproduce, distribute, perform, and display worldwide such copyrighted works by or on behalf of the Government for
Government purposes.


This Agreement may not be assigned by either Party, but the Recipient may assign its rights and responsibilities under this
agreement to its affiliates or wholly owned subsidiaries, components, or businesses.


If any clause, provision, or section of this Agreement will be held illegal or invalid by any court, the invalidity of such
clause, provision, or section will not affect any of the remaining clauses, provisions, or sections hereof and this
Agreement will be construed and enforced as if such illegal or invalid clause, provision, or section had not been contained


Neither Party will be in breach of this Agreement for any failure of performance caused by any event beyond its
reasonable control and not caused by the fault or negligence of that Party. In the event such a force majeure event occurs,
the Party unable to perform will promptly notify the other Party and will in good faith maintain such partial performance
as is reasonably possible and will resume full performance as soon as is reasonably possible.


A. By signing this Agreement or accepting funds under this Agreement, the Recipient assures that it will comply with
applicable provisions of the following national policies prohibiting discrimination: (1) On the basis of race, color, or
national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.), , as implemented by DoD
regulations at 32 CFR part 195, (2) On the basis of age, in the Age Discrimination Act of 1975 (42 U.S.C. 6101, et seq.),
as implemented by Department of Health and Human Services regulations at 45 CFR part 90; and (3) On the basis of
handicap in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice
regulations at 28 CFR part 41 and DoD regulations at 32 CFR part 56. The Recipient agrees to comply with the
requirements regarding debarment and suspension in Subpart C of the OMB guideance in 2 CFR part 180, as implemented
by the Department of Defense in 2 CFR part 1125. The Recipient also agrees to communicate the requirement to comply
with Subpart C to persons at the next lower tier with whom the Recipient enters into transactions that are ―covered
transactions‖ under Subpart B of 2 CFR part 180 and the DoD implementation in 2 CFR part 1125. By signing this
Agreement or accepting funds under this Agreement, the Recipient assures that it will comply with applicable provisions
of the Clean Air Act (42 U.S.C. 7401, et seq..), as implemented by Executive Order 11738 [3 CFR, 1971-1975 Comp., p.
799] and Environmental Protection Agency (EPA) rules at Subpart J of 40 CFR part 32. The Recipient agrees to comply
with the requirements regarding drug-free workplace requirements in Subpart B of 32 CFR part 26, which implements
sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690, Title V, Subtitle D; 41 U.S.C. 701, et seq.).

B. Other Certifications

The following Certification, which has been executed by the Recipient prior to award of this Agreement and are on file
with the issuing office, are hereby incorporated herein by reference: Certification Regarding Lobbying, 32 CFR
Appendix A to Part 28.

Any waiver of any requirement contained in this Agreement will be by mutual agreement of the Parties hereto. Any
waiver will be reduced to writing and a copy of the waiver will be provided to each Party. Failure to insist upon strict
performance of any of the terms and conditions hereof or failure or delay to exercise any rights provided herein or by law
will not be deemed a waiver of any rights of the Parties to the Agreement.

The Government authorizes and consents to all use and manufacture of any invention described in and covered by a
United States patent in the performance of this agreement or any sub-agreement at any tier.

(a) The Recipient shall report to the Grants/Agreements Officer, promptly and in reasonable written detail, each notice or
claim of patent or copyright infringement based on the performance of this agreement of which the Recipient has
(b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement
arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed
under this agreement, the Recipient shall furnish to the Government when requested by the Grants/Agreements Officer, all
evidence and information in possession of the Recipient pertaining to such suit or claim. Such evidence and information
shall be furnished at the expense of the Government except where the Recipient has agreed to indemnify the Government.
(c) The Recipient agrees to include, and require inclusion of, this Article (suitably modified to identify the parties) in all
sub-agreements at any tier.

A. Property.

No Party to this Agreement will be liable to any other Party for any property (other than intellectual property) of that other
Party consumed, damaged, or destroyed in the performance of this Agreement, unless it is due to the gross negligence or
willful misconduct of the Party or an employee or agent of the Party. To the extent that this Article may conflict with
Article XVIII, Government Furnished Property/Government Furnished Information, Article XVIII shall take precedence.

B. Other Liability.

Neither Party will be liable to the other Party whether directly or by way of contribution or indemnity, for any claim made
by any person or other entity for personal injury or death, or for property damage or loss, arising in any way from this
Agreement, including, but not limited to, the later use, sale or other disposition of by the Recipient of research and
technical developments, whether by resulting products or otherwise, whether made or developed under this Agreement, or
whether contributed by either Party, pursuant to this Agreement, except as provided under the Federal Tort Claims Act
(28 U.S.C. 2671 et seq.) or other Federal laws where sovereign immunity has been waived.


A. The Recipient, its employees, subrecipients under this Agreement, and subrecipients' employees shall not:

   1. Engage in severe forms of trafficking in persons during the period of time that this Agreement is in effect;

   2. Procure a commercial sex act during the period of time that this Agreement is in effect; or

   3. Use forced labor in the performance of the Agreement or subawards under this Agreement.

B. The Government may unilaterally terminate the Agreement in its entirety, without penalty, if the Recipient or
subrecipient that is a private entity –

   1. Is determined to have violated a prohibition in paragraph A of this Article; or

    2. Has an employee who is determined by the Grants/Agreement Officer to have violated a prohibition in paragraph A
of this Article through conduct that is either—

      (a) Associated with performance under this Agreement; or

      (b) Imputed to the Recipient or the subrecipient using the standards and due process for imputing the conduct of an
individual to an organization that are provided in 2 CFR part 180, ―OMB Guidelines to Agencies on Government-wide
Debarment and Suspension (Nonprocurement),‖ as implemented by our agency at DoD Grant and Agreement
Regulations, DOD 3210.6 – R# Part 1125 – Nonprocurement Debarment and Suspension.

D. The Recipient shall inform the Government immediately of any information received from any source alleging a
violation of a prohibition in paragraph A of this Agreement.

E. The Government’s right to terminate unilaterally that is described in paragraph B of this Article:

   1. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C.
7104(g)), and

   2. Is in addition to all other remedies for noncompliance that are available to the Government under this Agreement.

F. The Recipient agrees to include the requirements of paragraph A of this Article in any subaward made to a private

G. Definitions.

   1. ―Employee'‖ means either:

     (a) An individual employed by you or a subrecipient who is engaged in the performance of the project or program
under this award; or

      (b) Another person engaged in the performance of the project or program under this award and not compensated by
you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind
contribution toward cost sharing or matching requirements.

   2. ―Forced labor‖ means labor obtained by any of the following methods: the recruitment, harboring, transportation,
provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of
subjection to involuntary servitude, peonage, debt bondage, or slavery.

   3. ―Private entity‖:

     (a) Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are
defined in 2 CFR 175.25.

     (b) Includes:

         i. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal
organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).

        ii. A for-profit organization.

  4. ―Severe forms of trafficking in persons,‖ ―commercial sex act,‖ and ―coercion‖ have the meanings given at section
103 of the TVPA, as amended (22 U.S.C. 7102).

                                                                                                      Attachment 1
                                          STATEMENT OF WORK

the Recipient shall furnish the personnel, equipment, facilities, materials and supplies necessary to perform the
following experimental, developmental or research work to develop


                                                                                                             Attachment 2

                                         AGREEMENT DELIVERABLES
                                     Advanced Compressor Technology Program


Within 45 days after award of the Agreement, the Recipient shall submit a program plan which includes: (1) GANTT
chart for the total program including a bar for each subtask in the SOW (2) A curve of Planned Man-hours vs. Time for
each major task. A narrative description of the technical work with responsibilities and planned man-hours defined for
each team member (prime and subcontractor) for each subtask in the SOW. The Management/Program Document is not
considered technical data but for internal Government program tracking purposes and may be marked with the
Recipient’s Proprietary Data Legend.

On or before 90 calendar days after the effective date of the Agreement and quarterly thereafter throughout the term of the
Agreement (and any extensions of the term) the Recipient shall submit by way of the AMRDEC SAFE site a quarterly progress Report and Cost and Performance report to the Technical Agent
and one copy to the Agreement Administrator and Administrative Agreement Officer. The report will have two distinct
         1. Technical Status Report. The technical status report shall detail technical progress to date and report on all
problems, technical issues or major developments during the reporting period. The technical status report shall include a
report on the progress made during the reporting period and plans for the next reporting period.

         2. Business Status Report. The business status report shall provide summarized details of the resource status of
this Agreement, including the status of the contributions by the participants. This report will include a quarterly
accounting of current expenditures by task, and provide a comparison of these expenditures with the planned expenditures
in the program plan. Any major deviations in schedule, resources or technical approach will be explained along with
discussions of the proposed adjustment actions. The Business Status Report is not considered technical data and may be
marked with the Recipient’s Proprietary Data Legend.

C. TECHNICAL REVIEW BRIEFING CHARTS. The Technical Review Briefing Charts will be provided or made
available through electronic media, as agreed to by the Responsible Technical Agent(s), with sufficient documentation to
support each Technical Review.

D. TEST PLANS. The Test Plans will be provided or made available 30 days before the test event on electronic media,
as agreed to by the responsible Technical Agent (s), with sufficient documentation to support the testing required.

the Recipient shall provide, as a minimum, the following:
1. A description of the item/system undergoing test
2. Objectives of the test
3. Description of test procedures
4. Performance requirements and acceptance/compliance limits
5. Test schedules
6. Test support requirements such as facilities, GFE, personnel, and consumables


   1. The Recipient shall submit a ―Limited Rights‖ version and an "Unlimited Rights" version of the final report. The
final report shall provide detailed discussion of all technical work accomplished and information gained in performance of
the Agreement, pertinent observations, nature of problems, positive as well as negative results and design criteria
established as applicable. The details of all technical work included shall be sufficient to permit full understanding of the
techniques and procedures used in evolving the technology or processes developed, conclusions reached, and
recommendations made.

   2. The Recipient shall submit the final report within 90 calendar days of completion or termination of the agreement.
A draft of this final report shall be coordinated with the Technical Agent for review purposes prior to the official
submittal. One hard copy and one electronic copy (CD-ROM in a Microsoft Office processing software) shall be sent to
the Technical Agent. One hard copy and one electronic copy shall be provided also to the Defense Technical Information
Center (DTIC) addressed to Bldg 5, Cameron Station, Alexandria, VA 22314.

    3. The final report shall include an SF 298 and the report number and completion instructions will be provided by the
Grants/Agreement Officer at the completion of the technical effort. The final report shall be marked with a distribution
statement to denote the extent of its availability for distribution, release, and disclosure without additional approvals or
authorizations. The final report shall be marked on the front page in a conspicuous place with the following:

The Unlimited Rights version of the report shall be marked with the following:

   Distribution authorized to U.S. Government Agencies and their Contractors; critical technology: Insert Date.
Other requests for this document shall be referred to the Aviation Applied Technology Directorate, Attn: AMSRD-
AMR-AA-MS, Fort Eustis, VA 23604-5577.

The Limited Rights version of the report shall be marked with the following:

   Distribution authorized to U.S. Government Agencies only; critical technology, proprietary information:
Insert Date. Other requests for this document shall be referred to the Aviation Applied Technology Directorate,
Attn: AMSRD-AMR-AA-MS, Fort Eustis, VA 23604-5577.

  4. The final report and any attachment/appendix thereto shall also bear the following notice:

        Warning - This document contains technical data whose export is restricted by the Arms Export Control
Act (Title 22, U.S.C., Section 2751, et. seq.) or the Export Administration Act of 1979, as amended, Title 50, U.S.C.
App. 2401 et. seq. Violations of these export laws are subject to severe criminal penalties. Disseminate in
accordance with provisions of DoD Directive 5230.25.

       In accordance with DoD 5200.22, NISPOM, destroy this document by any method that will prevent
disclosure of contents or reconstruction of the document.

F. The foregoing distribution statements and warning notice shall also be included on each submission of technical data,
i.e., Technical Review Briefing Charts, Test Plans, and Quarterly Technical Status Report. The Management/Program
Plan and Business Status Report are not considered technical data.


                                                                           Attachment 3


                          Over-Arching IPT

      THE RECIPIENT                            AATD Program
         Program                                 Manager

                             Working IPT

     THE RECIPIENT Contracts                         AATD
            Manager                                Administrator
                                             Agreement Admin: S. Schuck
                                             Grants Officer: N. Cicolini

       THE RECIPIENT                             Technical Agent

*Principle Investigator

                              Attachment 4.1




                                                                           Attachment 4.2

                   PROGRAM BUDGET/SCHEDULE


                 FY09/10      FY11           FY12      FY13      Total
GOVERNMENT                                                    $1,900,000
CONTRIBUTION   600,000     500,000        500,000   300,000


                                                                                                                 Attachment 5
                                          Mandatory Subcontract Provisions

Equal Employment Opportunity. All contracts shall contain a provision requiring compliance with E.O. 11246, "Equal
Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of Labor."

Copeland "Anti-Kickback" Act (18 U.S.C.874 and 40 U.S.C.276c) -- All awards and subawards in excess of $2000 for
construction or repair awarded by the Recipients and subRecipients shall include a provision for compliance with the
Copeland "Anti-Kickback" Act (18 U.S.C.874), as supplemented by Department of Labor regulations (29 CFR part 3,
"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants
from the United States"). The Act provides that each contractor or subRecipient shall be prohibited from inducing, by any
means, any person employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he is otherwise entitled. The the Recipient shall report all suspected or reported violations to the
Federal awarding agency.

Contract Work Hours and Safety Standards Act (40 U.S.C.327-333) -- Where applicable, all contracts awarded by the
Recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the
employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract
Work Hours and Safety Standards Act (40 U.S.C.327-333), as supplemented by Department of Labor regulations (29 CFR
part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and
laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than 1½ times the basic rate of pay for all hours worked in
excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no
laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary,
hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily
available on the open market, or contracts for transportation or transmission of intelligence.

Rights to Inventions Made Under a Contract or Agreement -- Contracts or agreements for the performance of
experimental, developmental, or research work shall provide for the rights of the Federal Government and the the
Recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.

Clean Air Act (42 U.S.C.7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C.1251 et seq.), as amended --
Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the the Recipient to agree
to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.7401 et seq.)
and the Federal Water Pollution Control Act as amended (33 U.S.C.1251 et seq.). Violations shall be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Byrd Anti-Lobbying Amendment (31.U.S.C. 1352) Byrd Anti-Lobbying Amendment (31 U.S.C.1352) -- Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that
it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee
of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31
U.S.C.1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the the Recipient.

Debarment and Suspension (E.O.s 12549 and 12689) -- No contract shall be made to parties listed on the General Services
Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with

E.O.s 12549 and 12689, "Debarment and Suspension." This list contains the names of parties debarred, suspended, or
otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O.
12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification
regarding its and Suspension (E.O.s 12549 and 12689).

 (18 U.S.C. 3271) Trafficking in persons offenses committed by persons employed by or accompanying the
Federal Government outside the United States. Whoever, while employed by or accompanying the Federal
Government outside the United States, engages in conduct outside the United States that would constitute an
offense under chapter 77 or 117 of this title if the conduct had been engaged in within the United States or
within the special maritime and territorial jurisdiction of the United States shall be punished as provided for
that offense. No prosecution may be commenced against a person under this section if a foreign government, in
accordance with jurisdictionrecognized by the United States, has prosecuted or is prosecuting
such person for the conduct constituting such offense, except upon the approval of the Attorney General or the
Deputy Attorney General (or a person acting in either such capacity), which function of approval may not be

    Attachment 6

                                                IDENTIFICATION OF
                                      BACKGROUND INTELLECTUAL PROPERTY AND
                                            PROPRIETARY INFORMATION

                                        PATENT DISCLOSURES AND APPLICATIONS

    The Recipient asserts for itself that the Government’s right to use, release or disclose the following technical data or
    computer software should be restricted. The basis for assertion is: developed exclusively at private expense. The
    asserted rights category is: limited rights under this agreement.

The Recipient Predetermined Limited rights Data Listing

                                                                                                 Asserted Rights
Restricted Technical Data                                    Basis For Assertion                 Category            Asserting POC


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